Statutory Auditors to be appointed in any kind of Company plays an important role in the financial affairs of the company. The Companies Act, 2013 prescribes appointment of Statutory Auditors a mandatory process for every company/LLP. A Valid and properly filled up and on time filed Form ADT 1 serves many purposes and benefits to the company as well as to the Statutory Auditors to be appointed and stakeholders at large over a period of time. The Purpose of this Article is to evaluate various theoretical as well as practical aspects of Form ADT 1 from various angles or a 360 degree analysis. Section 139 and Section 141 of the Companies Act, 2013 deals with Appointment of Statutory Auditors.
- Form ADT 1 for appointment of Statutory Auditors to be filed by every company including a Private Limited, Public Limited, Listed, Unlisted Company, Government Company. Foreign Company.
- An Individual or a Firm of Chartered Accountant can be appointed as a Statutory Auditors. Appointment included re-appointment of Statutory Auditors. Joint Auditors can also be appointed subject to fulfillment of certain conditions.
- The First Statutory Auditor (Other than Government Company) shall be appointed by Board of Directors within 30 days from the date of registration of a company and shall hold office as a Statutory Auditors up to the conclusion of First Annual General Meeting. The Period of office of First Statutory Auditors shall be from the conclusion of First Annual General Meeting till the conclusion of Sixth Annual General Meeting. It is suggested t File Form ADT1 for appointment of First Statutory Auditors so that at the time of Filing of Form AOC 4 details of Auditors and Form ADT SRN (Service Request Number) can be entered in Form AOC 4 for First Financial Year.
- Properly filled up Form ADT 1 and Paid challan is an evidence with respect to valid appointment of Statutory Auditors and useful before various Government authorities including NFRA (National Financial Reporting Authority).
- Properly filled up Form ADT 1 and Paid challan help at the time of appointment of Statutory Auditors to fill casual vacancy or resignation of Statutory Auditors before the expiry of his term of Office and Challan (SRN Service Request Number) of appointed Statutory Auditor need to be mentioned in Form ADT 3.
- In case of a Listed Company, No listed company or a company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint—(a) an individual as auditor for more than one term of five consecutive years; (b) an audit firm as auditor for more than two terms of five consecutive years. The restriction is imposed on listed companies for proper rotation of Statutory Auditors and to collusion between Statutory Auditors and the management of the company. In case of a Listed Company Where a company is required to constitute an Audit Committee under section 177, all appointments, including the filling of a casual vacancy of an auditor under this section shall be made after taking into account the recommendations of such committee.
- In case of Government Company or any other company owned or controlled, directly or indirectly, by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, the Comptroller and Auditor-General of India shall, in respect of a financial year, appoint an auditor duly qualified to be appointed as an auditor of companies under this Act, within a period of one hundred and eighty days from the commencement of the financial year, who shall hold office till the conclusion of the annual general meeting.
- The appointed Statutory Auditor (A Chartered Accountant in Whole time Practice) shall issue Eligibility Certificate in prescribed format to the Board of Directors of the concerned company before his appointment is to be considered by the Board of Directors of the company. It is applicable to all types of Companies.
- While filing Form ADT 1, care should be taken to Specify the tenure of previous appointment(s) of the auditor or auditor’s firm or its member in the same company in which audit was conducted or is functioning (excluding previous years having break of five or more years as specified in Rule 6. This helps to ascertain number of years the Auditor holds office as statutory auditors of concerned company.
- Form ADT 1 requires filling up nature of Auditors in the prescribed form. Nature of appointment includes
(a) First Auditors by Board of Directors/Members/Comptroller and Auditor General of India.
(b) Appointment/Reappointment in Annual General Meeting.
© Auditor appointed in Casual Vacancy
(d) Auditor appointed by Tribunal (National Company Law Tribunal)
(e) Others (Other than above).
Care should be taken with respect to selection of nature of appointment in Form ADT1.
- In case of Category of Auditors, Individual or Auditors Firm to be selected. In case of an Individual appointment, Proprietor’s PAN Number and ICAI Membership Number should be entered correctly. The details entered are automatically prefilled in Form AOC4 to be filed for that financial year. In case of Auditors Firm, Firm Registration Number to be entered. Name of Partner issuing Eligibility Certificate on behalf of Auditors Firm with his ICAI Membership Number should be entered. In case of LLP Firm of Chartered Accountants, LLP Firm Registration Number should be entered correctly.
- The Chartered Accountant should also verify and confirm whether the appointment of auditor is within the limits of twenty companies as specified in sub section 3(g) of section 141 of the Companies Act, 2013.. This fact should Also be mentioned in Eligibility Certificate to be issued by the Chartered Accountant to be appointed.
- Based upon Nature of appointment of Statutory Auditors, certain documents need to be attached to Form ADT 1. Eligibility Certificate from a Chartered Accountant in prescribed format, Board/General Meeting resolution and Letter of appointment of a Chartered Accountant must be attached to Form ADT 1.
- Form ADT 1 need to be digitally signed by any one of the Directors of the company on behalf of company and then uploaded on mca.gov.in on time.
Considering the Importance of filing Form ADT 1, it is necessary to fill up correct details in the Form. It will certainly protect the interest of Stakeholders, Company, Chartered Account himself.
Disclaimer: The Views expressed in this Article are based upon prevailing facts and Law to date and information available on MCA Site and views expressed are purely personal in nature. Readers are advised to seek expert opinion before arriving at a decision. You may reach me at csdeepakamrutkar@gmail.com
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